ANNUAL JOINT STOCKHOLDERS’ AND DIRECTORS’ MEETING

OF
ALL ASIAN COUNTERTRADE, INC.
6th Floor Cacho Gonzalez Building
101 Aguirre St. corner Trasierra St.
Legaspi Village, Makati City
Via Teleconference
3:30p.m, PHT,February 10, 2021

REGISTRATION

2:30p.m. - Registration begins.

3:00p.m.- Corporate Secretary gives a certification on the quorum.

3:15p.m. - Corporate Secretary announces that the Registration is closed.

Moderator
(RSR) : Good morning and good afternoon, Stockholders and Members of the
Board of All Asian Countertrade, Inc. We would like to express my
sincere gratitude to all the Board Membersand Stockholders who are
present in this first synchronous Annual Stockholders’Meeting, thank
you very much.

Before we call to order, we would like to inform everyone that we are

conducting this joint Stockholders and Board of Directors Meeting
both in physical and remote methods. So, we would like your utmost
patience and coordination, if ever we will be encountering technical
difficulties and challenges in our videoconference meeting, please
stand by. We have technical personnel who are on standby to fix any
technical difficulties encountered.

Further, all questions and inquiries may be raised after the approval of
all resolutions or during our open forum. This is to maintain an
organized flow of the proceedings. A cue will be announced signaling
the start of the open forum for our questions and answers. Thank you.

Corporate
Secretary : The Registration for the annual joint stockholders’ and directors’
meeting of All Asian Countertrade, Inc. is officially declared closed.
Only stockholders or their proxies who have registered in accordance
with the By-laws shall be allowed to participate in this meeting.

I. CALL TO ORDER

Chairman : Ladies and gentlemen, may I have your attention,

please.
(MLE) I now call to order the Annual Joint Stockholders’ and
Directors’ Meeting.
 2

II. CERTIFICATION OF NOTICE AND QUORUM

Chairman : May we request the Company’s Corporate Secretaryto

please inform the body if notice of this meeting was sent
to the stockholders of the Company?

Corporate
Secretary : Yes, Mr. Chairman. The notice of this meeting was sent to the
stockholders of recordin accordance with the provisions of the By-
Laws.

Chairman : May we request the Corporate Secretary to please

inform the body if there is a quorum at this meeting?

Corporate
Secretary : Yes, Mr. Chairman. Based on the records, stockholders owning
____________ shares representing ________ % of the total issued
and outstanding capital stock of the Company are present in person or
by proxy. There is, therefore, Mr. Chairman, a quorum at this
meeting.

III. WELCOME ADDRESS AND MESSAGE OF THE CHAIRMAN

(Chairman delivers his welcome address and message)

IV. CONSIDERATION AND/OR APPROVAL OF THE MINUTES OF THE

PREVIOUS ANNUAL MEETING

Chairman : The next item in the agenda is the reading and the
approval of the minutes of the last annual meeting of the
stockholders held on February 6, 2020. A copy of the
minutes is included in the meeting kitpreviously
distributed. Will the Corporate Secretary read the
minutes of the previous meeting?

Stockholder
No. 1(Alma D.): Mr. Chairman, I move that the reading of the minutes of the last
annual meeting of the stockholders held on February 6, 2020 be
dispensed with and the same be approved.

Stockholder
 3
No. 2(Rafael E.): Isecond the motion.

Chairman : Are there any objections?

There being none, the reading of the minutes of the last

annual stockholders meeting held on February 6, 2020 is
hereby dispensed with and the same is hereby approved.

V. PRESIDENT’S REPORT AND EACH BUSINESS UNIT HEADS

Chairman : The next item in the agenda is the President’s Reportto

be followed by the Business Unit Heads. A copy of these
reports to the stockholders were distributed and
included in the meeting kit previously provided. The
presenters shall render their reports.

PRESIDENT :
(PLE) PLE delivers her report

Tresurer :
(ALMA D.) Financial Reports

Justin S. : Sugar Report

Benson G. : Futures Report

Emil M. : Molasses Report

Rafael E. : Grains / Rice Report

Ramon R. : Business Development Reports

Jojo A. : Logistics Report

VI. PRESENTATION OF THE AUDITED FINANCIAL STATEMENTS AND

FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
2020

Chairman : We shall proceed to the next item in the agenda - the

approval of the Financial Statements. A copy of the
Financial Statements for the year ended September 30,
2020 has been included in the materials provided in the
meeting kit.
 4
I would like to call on the Treasurer to present the
Financial Statements for the fiscal year ended
September 30, 2020.

(Presentation of Financial Statements)

Treasurer / CFO
(Alma D.) : Mr. Chairman, to dispense with the presentation of the Financial
Statements for the Fiscal year ended September 30, 2020; the Treasury
and Finance Departmenthad previously distributed the Audited
Financial Statements to each shareholder for their perusal.

Stockholder
No. 3 (Manny R.): Mr. Chairman, I move that the Financial Statements for the year
ended September 30, 2020be approved.

Stockholder
No. 4(Benj E.): I second the motion.

Chairman: Are there any objections?

There being none, the Financial Statements for the year

ended September 30, 2020 are hereby approved.

VII. RATIFICATION OF THE ACTS OF THE BOARD OF DIRECTORS AND

OFFICERS OF THE CORPORATION

Chairman : The next item in the agenda is the ratification of the

actions taken by the Board of Directors and Officers of
the Corporation since the last annual stockholders'
meeting held on February 6, 2020. A copy of the
summary of matters taken up and approved during the
meetings of the Board of Directors for the period
October 1, 2019 to September 30, 2020 is included in the
meeting kit.

Stockholder
No. 5(Jonathan S.): Mr. Chairman, I move that all the actions taken by the Board of
Directors and Officers of the Corporation since the last annual
stockholders' meeting held on February 6, 2020 be approved.
 5

Stockholder
No. 2(Rafael E.): I second the motion.

Chairman : Are there any objections?

(Silence)

There being none, the actions taken by the Board of

Directors and Officers of the Corporation since the last
annual stockholders' meeting held on February 6, 2020
are hereby approved.

VIII. ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS

Chairman : The next item in the agenda is the election of the

members of the Board of Directors.The floor is now
open for the nomination and election of the board of
directors.

Stockholder
No. 6(RSR.) : Mr. Chairman, I nominate the following as members of the Board of
Directors:

1. Michael L. Escaler
2. Patricia Maria Escaler
3. Jonathan Sy
4. Yoshikazu Funakoshi
5. Thomas Couteaudier
6. Roman Felipe Reyes – Independent Director
7. Rafael Estrada
8. James Zhou
9. Seiji Sakurada
10. Benjamin Escaler
11. Ramon S. Reyes

Stockholder
No. 1(Alma D.): I move to close the nomination.

Stockholder
No. 3(Manny R.) : I second the motion.

Chairman : It has been moved and seconded that the nominations be

closed. Are there any objections?
 6
There being none, the nominations are hereby closed.
Since there are eleven directors to be elected in
accordance with the Articles of Incorporation and only
eleven candidates have been nominated, the Secretary is
hereby ordered to cast all votes in favor of all those
nominated. Thus, the following are elected as members
of the Board of Directors:

1. Michael L.Escaler
2. Patricia Maria Escaler
3. Jonathan Sy

4. Yoshikazu Funakoshi
5. Thomas Counteaudier
6. Roman Felipe Reyes – Independent Director
7. Rafael Estrada
8. James Zhou
9. Seiji Sakurada
10. Benjamin Escaler
11. Ramon S. Reyes

Congratulations to the newly elected members of the

Board of Directors.

IX. ELECTION OF OFFICERS

Chairman : The next item in the agenda is the election of officers of

the Corporation, to serve for the succeeding year 2021or
until their successor or successors shall be duly elected
and qualified.

Do I hear any nominations from the Board of Directors?

Director (Manny R.): Mr. Chairman, I nominate the following as officers of the
Corporation:

1. Chairman of the Board and CEO- Mr. Michael L. Escaler

2. President and COO – Ms. Patricia Maria Escaler
3. Vice President for Business Development – Mr. Ramon S. Reyes
4. Treasurer - Ms. Alma De Leon
5. Corporate Secretary – Atty. Jose A. Feria
6. Assistant Corporate Secretary-Atty. Raymond Francis Maria C.
Jamora
7. VP for Bacolod Operations – Mr. Jonathan Sy
 7

Director (Benj E.): Imove to close the nominations

Director (Rafael E.): I second the motion

Chairman : It has been moved and seconded that the nominations be

closed. Are there any objections?

(Silence)

There being none, the nominations are hereby closed.

Thus, the following are elected as officers of the
Corporation:

1. Chairman of the Board and CEO- Mr. Michael L. Escaler

2. President and COO –Patricia Maria Escaler
3. Vice President for Business Development – Mr. Ramon S. Reyes
4. Treasurer - Ms. Alma De Leon
5. Corporate Secretary – Atty. Jose A. Feria
6. Assistant Corporate Secretary-Atty. Raymond Francis Maria C.
Jamora
7. VP for Bacolod Operations – Mr. Jonathan Sy

Congratulations to the newly elected officers!!

X. APPOINTMENT OF EXTERNAL AUDITORS

Chairman : We shall proceed to the next item in the agenda - the

appointment of the external auditors for the fiscal year
ending September 30, 2021.

Stockholder
No. 3(Manny R.): Mr. Chairman, I move that the firm of Sycip Gorres Velayo & Co.
(SGV) be re-appointed as external auditors for the Corporation.

Stockholder
No. 5(Jonathan S.) : I second the motion.

Chairman : Are there any objections?

(Silence)

There being none, the appointment of the firm Sycip

Gorres Velayo & Co. as external auditors of All Asian
 8
Countertrade, Inc. for the fiscal year
ending September 30, 2021 is hereby approved.

XI. OTHER MATTERS

Chairman : The next item on the agenda is the approval of

Dividends amounting toTwenty Million Pesos
(Php20,000.000)for the stockholders of record as of
April 15, 2021, payable on May 15, 2021.

Stockholder
No. 4(Benj E.): Mr. Chairman, I move that the Dividends amounting toTwenty Million
Pesos (Php20,000.000)for the stockholders of record as of April 15,
2021 payable on May 15, 2021 be approved.

Stockholder
No. 6(RSR.) : I second the motion.

Chairman : Are there any objections?

(Silence)

There being none, the declaration of Dividends

amounting to Twenty Million Pesos (Php20,000.000)
cash dividends for the stockholders of record as of April
15, 2021, payable on May 15, 2021, is hereby approved.

Moderator (RSR) : We may now start the open forum for all your inquiries and
questions

(Open Forum. Questions may now be raised)

Chairman : The next item on the agenda is other matters. Are

there other matters the body wishes to discuss?

(SILENCE)

If there is none, let’s move to adjourn the meeting.

XII. ADJOURNMENT
 9

Chairman : Are there any more matters to be taken up in this

meeting?

(SILENCE)

There being none, do I hear any motion for

adjournment?

Stockholder
No. 3 (Manny R.) : Mr. Chairman, I move that this meeting be adjourned.

Stockholder
No. 2(Rafael E.) : I second the motion.

Chairman : There is a motion to adjourn the meeting, is there any

opposition?
Hearing none, the motion is carried. This meeting is
hereby adjourned.
Ladies and gentlemen, thank you very much for your
attendance.

- END -
 10

Annex A

SITUATION IN CASE OF OBJECTIONS

Stockholder : I object.

Chairman : Would you please identify yourself, and state the number of
shares you hold or represent?

Stockholder : I am ___________________. I own [number] shares and I

hold the proxy for [number] shares.

Chairman : Would you please state your objection?

Stockholder : I object to the motion to _____________ because

________________.

 The Secretary notes all objections made, the persons making the objections, and the
number of shares that they hold or represent.

Stockholder/Proxy: As the majority stockholder / proxy for ___% of the

outstanding capital stock of the Company, I hereby cast the
votes pertaining to such shares in favor of the motion to
________________ and to approve the same as submitted to
the stockholders.

Chairman : Therefore the motion to _______________ is dispensed with.

The objections, however, will be noted in the minutes for this

meeting.